UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
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¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
¨ | Definitive Additional Materials |
¨ | Soliciting Material under §240.14a-12 |
Nabriva Therapeutics plc
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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July 1,
November 22, 2021
Dear Nabriva Therapeutics plc Shareholder:
You are cordially invited to our AnnualExtraordinary General Meeting of Shareholders (the “EGM”) to be held on Wednesday, July 28,December 22, 2021, beginning at 5:00 p.m. Irish time (12:00 p.m., U.S. Eastern Time), at 25-28 North Wall Quay, Dublin 1, Ireland. The enclosed noticeIreland to consider the proposal set forth below.
Proposal
1. | To grant the board of directors authority under Irish law to allot and issue ordinary shares (including rights to acquire ordinary shares) for cash without first offering those ordinary shares to existing shareholders pursuant to the statutory pre-emption right that would otherwise apply (Proposal 1). |
To transact such other business as may properly come before the EGM or any adjournment thereof.
Proposal 1 is a special resolution, requiring the affirmative vote of Annual General Meetingnot less than 75% of Shareholders sets forth the proposals that will be presentedvotes cast (in person or by proxy) at the meeting, which are described in more detail in the enclosed proxy statement.
Special Precautions Due to COVID-19 Concerns
Given public health concerns related to COVID-19, the Company would like to emphasize that we consider the health of our shareholders, employees and other attendees a top priority. Based on latest available publicWe are monitoring guidance issued by appropriate governmental health guidance,agencies, including the Irish Health Service Executive, or the HSE, the Irish government, the U.S. Center for Disease Control and Prevention and the World Health Organization, which we expect thatrefer to collectively as the AGMHealth Authorities, and we have implemented, and will proceed under very constrained circumstances given current restrictions on public gatherings.
Shareholders’ contributions at the AGMEGM are valued, however, shareholders are strongly encouraged to vote their shares by proxy as the preferred means of fully and safely exercising their rights. Personal attendance at the AGMEGM may present a health risk to shareholders and others. In particular, we advise that shareholders who are experiencing any COVID-19 symptoms or anyone who has been in contact with any person experiencing any COVID-19 symptoms should not attend the AGMEGM in person.
In the event that a change of venue is necessitated due to public health recommendations regarding containment of COVID-19, which may include the closure of or restrictions on access to the meeting venue, we will communicate this to shareholders with as much notice as possible by press release (which we will also file with the SEC). We recommend that shareholders keep up-to-date with latest public health guidance regarding travel, self-isolation and health and safety precautions.
Recommendation
The enclosed notice of the EGM sets forth the related proposal that will be presented at the EGM, which is described in more detail in the enclosed proxy statement. Our board of directors recommends that you vote “FOR” ProposalsProposal 1, 2, 3, 4, 5 and 6 and “EVERY YEAR” for Proposal 7, in each case, as set forth in the proxy statement.
Thank you for your ongoing support and continued interest in Nabriva Therapeutics.
Very truly yours, | |||||
Daniel Burgess | |||||
Chairman of the Board of Directors |
This proxy statement and the enclosed proxy card our 2020 annual report to shareholders and our Irish Statutory Financial Statements for the year ended December 31, 2020 were first made available to shareholders on or about July 1,November 22, 2021.
NABRIVA THERAPEUTICS PLC
25-28 North Wall Quay
Dublin 1, Ireland
NOTICE OF ANNUALEXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
to be held on Wednesday, July 28,December 22, 2021
An Extraordinary General Meeting of Shareholders (the “AGM”“EGM”) of Nabriva Therapeutics plc, an Irish public limited company (the “Company”), will be held on July 28,Wednesday, December 22, 2021, beginning at 5:00 p.m., Irish time (12:00 p.m., U.S. Eastern Time), at 25-28 North Wall Quay, Dublin 1, Ireland. The AGM will be held to receive the Company’s Irish statutory financial statements for the fiscal year ended December 31, 2020 and the reports of the directors and auditors thereon, to review the affairs of the Company andIreland, to consider and vote upon the following matters:
1. | To grant the board of directors authority under Irish law to allot and issue ordinary shares (including rights to acquire ordinary shares) for cash without first offering those ordinary shares to existing shareholders pursuant to the statutory pre-emption right that would otherwise apply (Proposal 1). |
To transact such other business as may properly come before the AGMEGM or any adjournment or postponement thereof.
Proposal 51 is a special resolution, requiring the affirmative vote of the holders of ordinary shares representing at leastnot less than 75% of the votes cast on(in person or by proxy) at the matter. All proposals areEGM. Proposal 1 is more fully described in thisthe proxy statement. There is no requirement under Irish law that the Company’s Irish Statutory Financial Statements for the fiscal year ended December 31, 2020, or the directors’ and auditor’s reports thereon be approved by the shareholders, and no such approval will be sought at the AGM.
Shareholders of record at the close of business on June 1,November 19, 2021 will be entitled to notice of and to vote at the AGMEGM or any adjournment or postponement thereof.
Special Precautions Due to COVID-19 Concerns
Given public health concerns related to COVID-19, the Company would like to emphasize that we consider the health of our shareholders, employees and other attendees a top priority. Based on latest available
Shareholders’ contributions at the AGMEGM are valued, however, shareholders are strongly encouraged to vote their shares by proxy as the preferred means of fully and safely exercising their rights. Personal attendance at the AGMEGM may present a health risk to shareholders and others. In particular, we advise that shareholders who are experiencing any COVID-19 symptoms or anyone who has been in contact with any person experiencing any COVID-19 symptoms should not attend the AGMEGM in person.
In the event that a change of venue is necessitated due to public health recommendations regarding containment of COVID-19, which may include the closure of or restrictions on access to the meeting venue, we will communicate this to shareholders with as much notice as possible by press release (which we will also file with the SEC). We recommend that shareholders keep up-to-date with latest public health guidance regarding travel, self-isolation and health and safety precautions.
By order of the Board of Directors, | |||||
Daniel Burgess | |||||
Chairman of the Board of Directors |
Dublin, Ireland
November 22, 2021
YOU MAY OBTAIN ADMISSION TO THE AGMEGM BY IDENTIFYING YOURSELF AT THE AGMEGM AS A SHAREHOLDER AS OF THE RECORD DATE. IF YOU ARE A RECORD OWNER, POSSESSION OF A COPY OF A PROXY CARD WILL BE ADEQUATE IDENTIFICATION. IF YOU ARE A BENEFICIAL (BUT NOT RECORD) OWNER, A COPY OF AN ACCOUNT STATEMENT FROM YOUR BANK, BROKER OR OTHER NOMINEE SHOWING SHARES HELD FOR YOUR BENEFIT ON JUNE 1,NOVEMBER 19, 2021 WILL BE ADEQUATE IDENTIFICATION.
WHETHER OR NOT YOU EXPECT TO ATTEND THE AGM,EGM, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE TO HELP ENSURE REPRESENTATION OF YOUR SHARES AT THE AGM.EGM. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES. ALTERNATIVELY, YOU MAY SUBMIT YOUR VOTE VIA THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.
A SHAREHOLDER ENTITLED TO ATTEND AND VOTE AT THE AGMEGM IS ENTITLED, USING THE PROXY CARD PROVIDED, TO APPOINT ONE OR MORE PROXIES TO ATTEND, SPEAK AND VOTE INSTEAD OF HIM OR HER AT THE AGM.EGM. A PROXY NEED NOT BE A SHAREHOLDER OF RECORD.
PURSUANT TO THE COMPANY'S CONSTITUTION, THE EGM MAY BE ADJOURNED IN CERTAIN CIRCUMSTANCES AT THE DISCRETION OF THE DULY ELECTED CHAIRPERSON OF THE EGM WHERE HE OR SHE DECIDES THAT IT IS NECESSARY OR APPROPRIATE TO DO SO, INCLUDING TO GIVE ALL PERSONS ENTITLED TO DO SO A REASONABLE OPPORTUNITY OF VOTING AT THE EGM.
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Shares Held in Street Name | 2 | |||||||
Quorum | 2 | |||||||
Votes Required | 3 | |||||||
Proxy Solicitor | ||||||||
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Important Notice of the Internet Availability of Proxy Materials for the Extraordinary General Meeting |
NABRIVA THERAPEUTICS PLC
25-28 North Wall Quay
Dublin 1, Ireland
PROXY STATEMENT FOR THE ANNUAL
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, JULY 28,DECEMBER 22, 2021
Important Notice Regarding the Availability of Proxy Materials
This proxy statement our 2020 annual report to
This proxy statement is furnished in connection with the solicitation of proxies by the board of directors (the “board of directors” or the “board”) of Nabriva Therapeutics plc (the “Company,” “Nabriva,” “we” or “us”) for use at the 2021 AnnualExtraordinary General Meeting of Shareholders (“AnnualExtraordinary General Meeting” or the “AGM”“EGM”) to be held on July 28,Wednesday, December 22, 2021, beginning at 5:00 p.m., Irish time (12:00 p.m., U.S. Eastern Time), at 25-28 North Wall Quay, Dublin 1, Ireland, and at any adjournment or postponement thereof. On June 1,November 19, 2021, the record date for the determination of shareholders entitled to vote at the AGM,EGM, there were issued, outstanding and entitled to vote an aggregate of 49,410,69156,719,737 of our ordinary shares, nominal value $0.01 per share (“ordinary shares”). Each ordinary share entitles the record holder thereof to one vote on each of the matters to be voted on at the AGM.
Your vote is important no matter how many shares you own.
Please take the time to vote. Take a moment to read the instructions below. Choose the way to vote that is easiest and most convenient for you and cast your vote as soon as possible.
If you are the “record holder” of your shares, meaning that you own your shares in your own name and not through a bank, broker or other nominee, you may vote in one of four ways:
(1) | You may vote over the Internet. You may vote your shares by following the “Vote by Internet” instructions on the enclosed proxy card. If you vote by Internet, your use of that system, and specifically the entry of your pin number/other unique identifier, will be deemed to constitute your appointment, in writing and under hand, and for all purposes of the Irish Companies Act of 2014, of each of Theodore Schroeder, Daniel Dolan and J. Christopher Naftzger, and/or each of their duly appointed substitutes if applicable, as your proxy to vote your shares on your behalf in accordance with your Internet instructions. The internet voting facilities for eligible shareholders of record will close at 11:59 p.m., U.S. Eastern Time, on December 21, 2021. |
(2) | You may vote by telephone. You may vote your shares by following the “Vote by Phone” instructions on the enclosed proxy card. If you vote by telephone, you do not need to vote over the Internet or complete and mail your proxy card. If you vote by telephone, your use of that telephone system, and specifically the entry of your pin number/other unique identifier, will be deemed to constitute your appointment, in writing and under hand, and for all purposes of the Irish Companies Act of 2014, of each of Theodore Schroeder, Daniel Dolan and J. Christopher Naftzger, and/or each of their duly appointed substitutes if applicable, as your proxy to vote your shares on your behalf in accordance with your telephone instructions. The telephone voting facilities for eligible shareholders of record will close at 11:59 p.m., U.S. Eastern Time, on December 21, 2021. |
(3) | You may vote by mail. You may vote by completing, dating and signing the proxy card delivered with this proxy statement and promptly mailing it in the enclosed postage-paid envelope. If you vote by mail, you do not need to vote over the Internet or by telephone. We must receive the completed proxy card by 11:59 p.m., U.S. Eastern Time, on December 21, 2021. |
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(4) | You may vote in person. If you attend the EGM, you may vote by delivering your completed proxy card in person or you may vote by completing a ballot at the EGM. Ballots will be available at the EGM. |
All proxies that are executed and delivered by mail or in person or are otherwise submitted over the Internet or by telephone will be voted on the matters set forth in the accompanying Notice of AnnualExtraordinary General Meeting of Shareholders in accordance with the shareholders’ instructions. However, if no choice is specified on a proxy as to one or more of the proposals,a proposal, the proxy will be voted in accordance with the board of directors’ recommendationsrecommendation on such proposalsthe proposal as set forth in this proxy statement. All proxies will be forwarded to the Company’s registered office electronically.
After you have submitted a proxy, you may still change your vote and revoke your proxy prior to the AGMEGM by doing any one of the following things:
· | submitting a new proxy by following the “Vote by Internet” or “Vote by Phone” instructions on the enclosed proxy card at a date later than your previous vote but prior to the voting deadline (which is 11:59 p.m., U.S. Eastern Time, on December 21, 2021); |
· | signing another proxy card and either arranging for delivery of that proxy card by mail by 11:59 p.m., U.S. Eastern Time, on December 21, 2021, or by delivering that signed proxy card in person at the EGM; |
· | giving our Secretary a written notice before or at the EGM that you want to revoke your proxy; or |
· | voting in person at the EGM. |
Your attendance at the AGMEGM alone will not revoke your proxy.
If the shares you own are held in “street name” by a bank, broker or other nominee record holder, which we collectively refer to in this proxy statement as “brokerage firms,” your brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. To vote your shares, you will need to follow the directions your brokerage firm provides you. Many brokerage firms also offer the option of voting over the Internet or by telephone, instructions for which, if available, would be provided by your brokerage firm on the voting instruction form that it delivers to you. Because most brokerage firms are member organizations of the New York Stock Exchange, or NYSE, the rules of the NYSE will likely govern how your brokerage firm would be permitted to vote your shares in the absence of instruction from you. Under the current rules of the NYSE, if you do not give instructions to your brokerage firm, it will still be able to vote your shares with respect to certain “discretionary” items but will not be allowed to vote your shares with respect to certain “non-discretionary” items. The ratification of KPMG LLP as our independent registered public accounting firm and the authorization of the board of directors, acting through the audit committee, to set the independent registered public accounting firm’s remuneration (Proposal 2) and the approval of an increase in the authorized share capital of the Company (Proposal 3) are discretionary itemsProposal 1 is a “discretionary” item under the NYSE rules, and your brokerage firm will be able to vote on those itemsthat item even if it does not receive instructions from you, so long as it holds your shares in its name. The election of the board of directors (Proposal 1), approval of the directors’ allotment authority proposal (Proposal 4), approval of the pre-emption rights dis-application proposal (Proposal 5), advisory vote on named executive officer
If your shares are held in street name, you must bring an account statement from your brokerage firm showing that you are the beneficial owner of the shares as of the record date (June 1,(November 19, 2021) to be admitted to the AGM.EGM. To be able to vote your shares held in street name at the AGM,EGM, you will need to obtain a proxy card from the holder of record.
One or more Members (as defined in the Company’s constitution) whose name is entered in the register of members of the Company as a registered holder of the Company’s ordinary shares, present in person or by proxy (whether or not such Member actually exercises hisits/her/his/their voting rights in whole, in part or at all) holding not less than a majority of the issued and outstanding ordinary shares of the Company entitled to vote at the AGM,EGM, will constitute a quorum for the transaction of business at the AGM. Ordinary sharesEGM.
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Proposal 1 is a special resolution, requiring the affirmative vote of not less than 75% of the votes cast (in person or by proxy) at the EGM.
Shares represented in person or by proxy (including “broker non-votes” (as described above) and shares which abstain or do not vote with respect to one or more of the mattersa matter presented for shareholder approval)approval will be counted for purposes of determining whether a quorum is present at the AGM. The following votes are required for approval of the proposals being presented at the AGM:
We have retained Georgeson LLC, or Georgeson, to assist in soliciting proxies on our behalf, which they may conduct by personal interview, mail, telephone, facsimile, email, other electronic channels of communication or otherwise. We have agreed to pay Georgeson a fee of $9,500 plus expenses for these services. In addition, we have agreed to indemnify Georgeson against losses arising out of its provisions of these services on our behalf. We have paid and expect to pay other costs of soliciting votes in connection with this proxy statement.
If shareholders need assistance with casting or changing their vote, they may contact Georgeson for assistance at +1-866-203-9401.
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This proxy statement contains forward-looking statements that involve substantial risks and uncertainties. All statements contained in this proxy statement, other than statements of Directors
Name and principal position | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Share Awards ($)(2) | | | Option Awards ($)(2) | | | Non-Equity Incentive Plan Compensation ($)(3) | | | All Other Compensation ($)(4) | | | Total ($) | | ||||||||||||||||||||||||
Theodore Schroeder Chief Executive Officer | | | | | 2020 | | | | | | 576,800 | | | | | | — | | | | | | 464,130 | | | | | | 339,625 | | | | | | 242,256 | | | | | | 31,759 | | | | | | 1,654,570 | | |
| | | 2019 | | | | | | 560,000 | | | | | | — | | | | | | 310,175 | | | | | | 478,367 | | | | | | 119,250 | | | | | | 28,372 | | | | | | 1,496,164 | | | ||
Steven Gelone President and Chief Operating Officer | | | | | 2020 | | | | | | 486,300 | | | | | | — | | | | | | 270,863 | | | | | | 231,493 | | | | | | 153,185 | | | | | | 12,675 | | | | | | 1,154,516 | | |
| | | 2019 | | | | | | 472,100 | | | | | | — | | | | | | 200,925 | | | | | | 309,859 | | | | | | 181,420 | | | | | | 13,976 | | | | | | 1,178,280 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Jennifer Schranz(5) Former Chief Medical Officer | | | | | 2020 | | | | | | 460,000 | | | | | | 100,000 | | | | | | 183,488 | | | | | | 156,818 | | | | | | 145,203 | | | | | | 28,604 | | | | | | 1,074,113 | | |
| | | 2019 | | | | | | 436,200 | | | | | | — | | | | | | 99,750 | | | | | | 261,555 | | | | | | 151,200 | | | | | | 33,450 | | | | | | 982,155 | | |
Name | | | Option Award (#) | | | RSU Award (#) | | ||||||
Theodore Schroeder | | | | | 68,750 | | | | | | 34,380 | | |
Steven Gelone | | | | | 54,250 | | | | | | 27,125 | | |
Jennifer Schranz | | | | | 36,750 | | | | | | 18,375 | | |
| | | Option awards | | | Stock awards | | ||||||||||||||||||||||||||||||||||||||||||||||||
Name | | | Number of securities underlying unexercised options (#) exercisable | | | Number of securities underlying unexercised options (#) unexercisable | | | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | | | Option exercise price ($) | | | Option expiration date | | | Number of shares or units of stock that have not vested (#) | | | Market value of shares of units of stock that have not vested ($) | | | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | | | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | |||||||||||||||||||||||||||
Theodore Schroeder | | | | | 51,353 | | | | | | 33,647(1) | | | | | | — | | | | | | 35.30 | | | | | | 07/25/2028 | | | | | | 8,842(12) | | | | | | 21,398 | | | | | | — | | | | | | — | | |
| | | | | 2,594 | | | | | | 22,386(2) | | | | | | — | | | | | | 19.00 | | | | | | 01/31/2029 | | | | | | 34,380(13) | | | | | | 45,382 | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | 68,750(3) | | | | | | — | | | | | | 13.50 | | | | | | 02/06/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steven Gelone | | | | | 8,879 | | | | | | —(4) | | | | | | — | | | | | | 72.05 | | | | | | 07/05/2025 | | | | | | 5,728(12) | | | | | | 13,862 | | | | | | — | | | | | | — | | |
| | | | | 5,590 | | | | | | —(5) | | | | | | — | | | | | | 83.40 | | | | | | 02/04/2026 | | | | | | 15,500(13) | | | | | | 37,510 | | | | | | — | | | | | | — | | |
| | | | | 10,829 | | | | | | 471(6) | | | | | | — | | | | | | 85.00 | | | | | | 02/07/2027 | | | | | | — | | | | | | — | | | | | | 11,625(14) | | | | | | 28,133 | | |
| | | | | 7,291 | | | | | | 2,709(7) | | | | | | — | | | | | | 64.70 | | | | | | 01/31/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 4,682 | | | | | | 3,068(8) | | | | | | — | | | | | | 35.30 | | | | | | 07/25/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 437 | | | | | | 313(9) | | | | | | — | | | | | | 24.90 | | | | | | 02/08/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 13,339 | | | | | | 14,501(2) | | | | | | — | | | | | | 19.00 | | | | | | 01/31/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | 31,000(3) | | | | | | — | | | | | | 13.50 | | | | | | 02/06/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | 23,250(10) | | | | | | 5.30 | | | | | | 09/25/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jennifer Schranz (15) | | | | | 10,312 | | | | | | 4,688(11) | | | | | | — | | | | | | 50.30 | | | | | | 03/31/2028 | | | | | | 2,842(12) | | | | | | 6,878 | | | | | | — | | | | | | — | | |
| | | | | 11,260 | | | | | | 12,240(2) | | | | | | — | | | | | | 19.00 | | | | | | 01/31/2029 | | | | | | 10,500(13) | | | | | | 25,410 | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | 21,000(3) | | | | | | — | | | | | | 13.50 | | | | | | 02/06/2030 | | | | | | — | | | | | | — | | | | | | 7,875(14) | | | | | | 19,058 | | |
| | | | | — | | | | | | — | | | | | | 15,750(10) | | | | | | 5.30 | | | | | | 09/25/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
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PROPOSAL 1: BOARD AUTHORITY TO ISSUE ORDINARY SHARES FOR CASH WITHOUT FIRST OFFERING ORDINARY SHARES TO EXISTING SHAREHOLDERS
We are asking our shareholders to empower the consulting agreement, which vests asboard to 50%allot the authorized but unissued ordinary share capital of the shares underlying the RSUs on each annual anniversary of the consulting agreement over two years.
Overview
2018 Employee Share Purchase Plan
Plan category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted-average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) | | |||||||||
| | | (a) | | | (b) | | | (c) | | |||||||||
Equity compensation plans approved by security holders | | | | | 1,181,407(1) | | | | | $ | 35.73(3) | | | | | | 839,160(5) | | |
Equity compensation plans not approved by security holders | | | | | 110,815(2) | | | | | | 31.51(3) | | | | | | — | | |
Total | | | | | 1,292,222 | | | | | $ | 35.37(4) | | | | | | 839,160 | | |
Name | | | Fees Earned or Paid in Cash ($)(1) | | | Option Awards ($)(2)(3) | | | RSU Awards ($)(2)(4) | | | Total ($) | | ||||||||||||
Daniel Burgess | | | | | 90,000 | | | | | | 17,115 | | | | | | 13,790 | | | | | | 120,905 | | |
Colin Broom | | | | | 40,000 | | | | | | 17,115 | | | | | | 13,790 | | | | | | 70,905 | | |
George Talbot | | | | | 45,000 | | | | | | 17,115 | | | | | | 13,790 | | | | | | 75,905 | | |
Charles Rowland, Jr. | | | | | 65,000 | | | | | | 17,115 | | | | | | 13,790 | | | | | | 95,905 | | |
Stephen Webster | | | | | 65,000 | | | | | | 17,115 | | | | | | 13,790 | | | | | | 95,905 | | |
Carrie Bourdow | | | | | 47,500 | | | | | | 17,115 | | | | | | 13,790 | | | | | | 78,405 | | |
Mark Corrigan(5) | | | | | 21,144 | | | | | | — | | | | | | — | | | | | | 21,144 | | |
| | | Year Ended December 31, | | |||||||||
(in thousands) | | | 2020 | | | 2019 | | ||||||
Audit Fees(1) | | | | $ | 724 | | | | | $ | 605 | | |
Tax Fees(2) | | | | | 9 | | | | | | 40 | | |
All Other Fees | | | | | — | | | | | | 40 | | |
Total | | | | $ | 733 | | | | | $ | 685 | | |
Our constitution, which was initially adopted on June 23, 2017 in connection with our redomiciliation from the Republic of Austria to the Republic of Ireland, opted out of statutory pre-emption rights for a period of five years. Similar to many early-stage commercial biopharmaceutical companies, we are not yet able to fund our operations solely from product sales, which has been, in our case, compounded by decreased industry-wide antibiotic sales during the COVID-19 pandemic. Since 2017, we have utilized our existing pre-emption opt-out authority to raise capital to fund our operations as and when needed, and we believe that we have been diligent in making sure that the proceeds raised from our equity financings have been spent efficiently and in the best interests of our shareholders. Therefore,We expect that we will need to obtain substantial additional funding in connection with our continuing operations.
Our board’s current authority to allot and issue shares is due toopt out of the pre-emption right will expire on June 23, 2022.
Specifically, we are asking our shareholders to renew our board’spre-emption opt-out authority with respect to allot and issuethe issuance of ordinary shares or other securities convertible into or exercisable or exchangeable(including rights to acquire ordinary shares) for shares,cash up to the amounta maximum of the Company’sour existing authorized but unissued ordinary share capital following the passing of the authorized share capital increase proposal (Proposal 3) for an additional five-year period to expire on July 28, 2026 (or such date that is five years afterfrom the date shareholders approve this Proposal 4).
Consequences if Proposal 1 is Approved or Not Approved
If Proposal 1 is approved, it will renew the extent permitted by Irish law and emphasizeauthority that this authorization is required as a matter of Irish law and is not otherwise required for other U.S. companies listed on the Nasdaq with which we compete.
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If Proposal 1 is not approved, our ability to issue equity, including, when appropriate, in connection with capital-raising activities.
Moreover, if Proposal 1 is not approved, we would be limited to issuing only 30,108,794 ordinary shares (or rights to acquire such ordinary shares) for cash and only until June 23, 2022 under our existing authority. Based solely on the last reported sale price of our ordinary shares on Nasdaq on November 19, 2021 of $0.91 per share, and assuming we issue for cash the maximum number of ordinary shares we are currently authorized to issue for cash pursuant to our existing authority, the maximum aggregate gross cash proceeds that we could potentially limitingraise is $27.4 million. As of September 30, 2021, we had cash and cash equivalents, restricted cash and short-term investments of $52.2 million, and as of November 9, 2021, we expected that our existing cash resources would be sufficient to enable us to fund our operations, debt service obligations and capital expenditure requirements substantially through the second quarter of 2022. Even if we were able to sell equity securities to fund our operations up to our current opt-authority, such funds would not be sufficient for us to become and remain profitable. Our inability to raise funds when needed may cause investors to lose confidence in us and raise substantial doubt about our ability to advancecontinue as a going concern, which may cause our share price to decline. Therefore, the development of our product
Required Vote
Under Irish law the resolution in respect of the pre-emption rights dis-application proposal (Proposal 5)Proposal 1 is a special resolution that requires the affirmative vote of not less than 75% of the votes cast in person or by proxy on the matter at the AGMEGM (including any adjournment thereof) in order to be approved.
The textboard of directors is asking our shareholders to vote “FOR” the resolution in respect of this proposal is as follows:
“
THAT, without limitation to the authority contained in Article 7.2 of the Company’s Articles of Association,OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PRE-EMPTION RIGHTS DIS-APPLICATION PROPOSAL.
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The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of May 31,November 19, 2021 by:
· | each of our directors; |
· | each of our “named executive officers”; |
· | all of our directors and executive officers as a group; and |
· | each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our ordinary shares. |
The percentages in the columns entitled “Percentage of Shares Beneficially Owned” are based on a total of 49,410,691
56,719,737 ordinary shares outstanding as of May 31,November 19, 2021.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our ordinary shares. Our ordinary shares subject to options that are currently exercisable or exercisable within 60 days of May 31,November 19, 2021 are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the ordinary shares beneficially owned by them, subject to community property laws, where applicable. Except as otherwise set forth below, the address of the beneficial owner is c/o Nabriva Therapeutics plc, 25-28 North Wall Quay, Dublin 1, Ireland.
Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | ||||||
Directors and Named Executive Officers: | ||||||||
Daniel Burgess (1) | 19,665 | *% | ||||||
Stephen Webster (2) | 15,713 | *% | ||||||
Charles A. Rowland, Jr. (3) | 20,793 | *% | ||||||
Carrie Bourdow (4) | 13,903 | *% | ||||||
Colin Broom (5) | 100,359 | *% | ||||||
Lisa Dalton (6) | 2,044 | *% | ||||||
Mark Corrigan (6) | 2,044 | *% | ||||||
Steven Gelone (7) | 96,232 | *% | ||||||
Theodore Schroeder (8) | 214,578 | *% | ||||||
Jennifer Schranz (9) | 5,612 | *% | ||||||
All current directors and executive officers as a group (12 individuals) (10) | 485,331 | *% | ||||||
5% Shareholder: | ||||||||
Lincoln Park Capital Fund, LLC (11) | 4,512,589 | 7.96% |
*
(1) | Consists of (i) 4,225 ordinary shares and (ii) 15,440 ordinary shares issuable upon exercise of share options exercisable within 60 days of November 19, 2021. |
(2) | Consists of (i) 1,773 ordinary shares and (ii) 13,940 ordinary shares issuable upon exercise of share options exercisable within 60 days of November 19, 2021. |
(3) | Consists of (i) 6,273 ordinary shares and (ii) 14,520 ordinary shares issuable upon exercise of share options exercisable within 60 days of November 19, 2021. |
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(4) | Consists of (i) 973 ordinary shares and (ii) 12,930 ordinary shares issuable upon exercise of share options exercisable within 60 days of November 19, 2021. |
(5) | Consists of (i) 22,094 ordinary shares directly owned by Dr. Broom and (ii) 78,265 ordinary shares issuable upon exercise of share options exercisable within 60 days of November 19, 2021. |
(6) | Consists of 2,044 ordinary shares issuable upon exercise of share options exercisable within 60 days of November 19, 2021. |
(7) | Consists of (i) 21,049 ordinary shares, (ii) 74,097 ordinary shares issuable upon exercise of share options exercisable within 60 days of November 19, 2021 and (iii) 1,086 ordinary shares issuable upon the vesting of restricted share units within 60 days of November 19, 2021. |
(8) | Consists of (i) 84,176 ordinary shares, (ii) 128,290 ordinary shares issuable upon exercise of share options exercisable within 60 days of November 19, 2021 and (iii) 2,112 ordinary shares issuable upon the vesting of restricted share units within 60 days of November 19, 2021. |
(9) | Consists of (i) 5,612 ordinary shares. On February 24, 2021, Dr. Schranz notified us of her decision to resign from the Company, effective on March 19, 2021. |
(10) | Consists of (i) 140,563 ordinary shares and (ii) 341,570 ordinary shares issuable upon exercise of share options within 60 days of November 19, 2021 and (iii) 3,198 ordinary shares issuable upon the vesting of restricted share units within 60 days of November 19, 2021. | |
(11) | Based solely upon a Schedule 13G filed on November 19, 2021, which sets forth beneficial ownership as of November 18, 2021. Consists of 4,512,589 ordinary shares held by Lincoln Park Capital Fund, LLC (“LPC Fund”). Lincoln Park Capital, LLC (“LPC”) is the Managing Member of LPC Fund. Rockledge Capital Corporation (“RCC”) and Alex Noah Investors, Inc. (“Alex Noah”) are the Managing Members of LPC. Josh Scheinfeld is the president and sole shareholder of RCC, as well as a principal of LPC. Jonathan Cope is the president and sole shareholder of Alex Noah, as well as a principal of LPC. As a result of the foregoing, each of LPC, RCC LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope (i) may be deemed to beneficially own and (ii) have shared voting and shared dispositive power over the 4,512,589 ordinary shares directly held by LPC Fund. Each of LPC, RCC, Mr. Scheinfeld, Alex Noah and Mr. Cope disclaims beneficial ownership of the ordinary shares directly held by LPC Fund, except to the extent of its or his pecuniary interest therein, if any. LPC Funds' address is 440 N. Wells Street, Suite 410, Chicago, Illinois 60654. |
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Our board of directors does not know of any other matters that may come before the AGM.EGM. However, if any other matters are properly presented to the AGM,EGM, it is the intention of the persons named in the accompanying proxy to vote, or otherwise act, in accordance with their judgment on such matters.
This proxy is solicited on behalf of our board of directors.We will bear the expenses connected with this proxy solicitation. We expect to pay banks, brokers and other nominees their reasonable expenses for forwarding proxy materials and annual reports to principals and obtaining their voting instructions. In addition to the use of the mail, our directors, officers and employees may, without additional remuneration, solicit proxies in person or by use of other communications media.
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports.materials. This means that only one copy of our proxy statement, annual report, Irish statutory financial statements or Notice of Internet Availability of Proxy Materialsmaterials may have been sent to multiple shareholders in the same household. We will promptly deliver a separate copy of any such document to any shareholder upon request submitted in writing to us at Nabriva Therapeutics plc, 25-28 North Wall Quay, Dublin 1, Ireland, Attention: Investor Relations, or by calling (610) 816-6640. Any shareholder who wants to receive separate copies of the proxy statement, annual report or Notice of Internet Availability of Proxy Materialsmaterials in the future, or who is currently receiving multiple copies and would like to receive only one copy for his or her household, should contact his or her bank, broker or other nominee record holder, or contact us at the above address and phone number.
Proposals of shareholders intended to be presented at our 2022 Annual General Meeting pursuant to Rule 14a-8 promulgated under the Exchange Act must be received by us at our offices at 25-28 North Wall Quay, Dublin 1, Ireland, Attention: Secretary, no later than March 3, 2022, in order to be included in the proxy statement and proxy card relating to that meeting.
In addition, shareholders who intend to present matters for action at our 2022 Annual General Meeting or nominate directors for election to our board of directors (other than pursuant to Rule 14a-8) must comply with the requirements set forth in our constitution. For such matters under our constitution, proper written notice must be received by the Secretary at our registered office at the address noted above, no earlier than March 3, 2022 and no later than April 2, 2022; except if the date of the 2022 Annual General Meeting is changed by more than thirty (30) days from the first anniversary date of the 2021 Annual General Meeting, the shareholder’s notice must be so received not earlier than one hundred and twenty (120) days prior to such annual general meeting and not later than the close of business on the later of (i) the 90
Important Notice of the Internet Availability of Proxy Materials for the AnnualExtraordinary General Meeting:
The Notice and Proxy Statement, Irish Statutory Financial Statements and 2020 Annual Report are available at www.envisionreports.com/nbrv.
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